MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (MOU) is made and entered into as of June 30, 2021

BETWEEN: Alternativepower Solutions Inc.(”APSI”), a corporation duly

organized and existing under Philippine Laws, with Principal Office
located at Left Administrative Wing Partoza Compound, San Pedro,
Laguna 4023 and a Sub-Main Engineering Coordination Office at
1424 Librada Avelino St. (Formerly Labores Ext.) Brgy 858 Zone 93
Dist. IV Pandacan, Manila 1011
AND
JOMEL J. GABUNA with address at Phase 1 Block 11 Lot 50 Avida
Settings Molino Rd. Bacoor City Cavite 4102

1. Purpose and Scope:

The Purpose of this MOU is to clearly identify the roles and responsibility of each
party as they relate to Re-Assignment of Nominal Shares issued to Jomel J. Gabuna
at Alternativepower Solutions, Inc. around 20% of the issued shares as shown in the
2021 GIS.

2. Background:

The assigned nominal shares were only held for purposes of determining the scope
of profit sharing among company directors and common shareholders in hold-over
capacities and to enable such director occupy and assume a By-Law Position at
Alternativepower Solutions, Inc.

3. Undertaking:

Re-Assignment of the Shares either/or to any outstanding corporate director and/or

third party/treasury corporate buy-back (in express waiver of any appraisal rights on
those nominal shares).

4.  Understanding:

It is mutually understood and agreed by and between the parties that a Two-Year No-
Compete / Non- Competition Agreement is hereby created on the assigning director,
Jomel J. Gabuna upon the execution of this MOU. Jomel J. Gabuna expressly
agrees not to seek employment with any competitor engaged in any business related
activity done and performed by Alternativepower Solutions, Inc. nor involving the set-
up and start-up any business in direct competition to the business and prevailing
market of Alternativepower Solutions, Inc.
 Jomel J. Gabuna during the two-year period shall not in any way also engage
participate and join in any joint partnership, corporate business entity either in
combination or in parallel contractual undertaking or tie-ups and or hold undisclosed
arrangements with any subsidiary or affiliate of any either in joint venture, in
consortium or any form of trade combinations, in the business or industry, market of
Alternativepower Solutions, Inc.

5. Integral in this MOU are the following:

Deed of Assignment conveying transferring 20% of the fully paid and subscribed
shares based on Book Value Transfer.

The Monetary and Financial Severance Pay with release and quitclaim, as well as
the voluntarily executed formal letter of resignation as President and CEO.

Jomel J. Gabuna
President / CEO

Loweh Joe M. Tomas

Chairman

Roland Nolan O. Enriquez

Managing Director